**Exhibit 10.3**

 

CONTRIBUTION AGREEMENT

 

This Contribution Agreement (*“Agreement”*) is entered intoeffective as of December 1, 2003 (the *“Effective Date”*) by and betweenOcean Resources, Inc., a Delaware Corporation (*“Ocean”*), andWorldwide Blue Ocean Technologies, L.L.C., a Texas limited liability company (*“WBOT”*).

 

RECITALS

 

WHEREAS, Ocean desires to contribute $1000.00 to WBOT, in exchange fora 100% ownership interest in WBOT (the *“WBOT Interest”*);

 

NOW, THEREFORE, in consideration of the foregoing and of the mutualcovenants and agreements hereinafter set forth, the parties hereby agree asfollows:

 

1.                                       Contributionby, and Issuance to, Ocean.

 

(a)          Subject to the terms and conditions of thisAgreement, Ocean hereby contributes to WBOT, and WBOT hereby receives andaccepts from Ocean, $1000.00 (the *“Ocean Contribution”*).

 

(b)         In exchange for the Ocean Contribution, andsubject to the terms and conditions of this Agreement, WBOT hereby issues theWBOT Interest to Ocean.

 

2.                                       Representationsand Warranties of Ocean.

 

(a)          Ocean is a corporation duly organized,validly existing and in good standing under the laws of the State of Delawareand has the requisite power and authority to own, lease and operate its assetsand to carry on its business as it is now being conducted.

 

(b)         Ocean has all requisite power and authority toexecute this Agreement and the other documents contemplated by this Agreement,and to consummate the transactions contemplated hereby and thereby.

 

(c)          The execution and delivery of this Agreementby Ocean do not, and the consummation by Ocean of the transactions contemplatedhereby will not:  (i) violate any law,rule, regulation, ordinance or order, (ii) conflict with any provision of thearticles of organization or regulations of Ocean, (iii) result in a defaultunder, give rise to a right of termination, cancellation or loss of a benefitunder, or breach any prohibition or restriction on transfer contained in anyagreement to which Ocean is a party or to which any of its properties issubject, or (iv) require the consent, approval, order or authorization of, orthe

 

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registration, declaration or filing with (A) any court, governmental oradministrative agency, commission, authority, board, bureau or instrumentality,whether federal, state or local, or (B) any individual, corporation,partnership, joint venture, trust, business association or other entity.

 

(d)         The representations and warranties furnishedby Ocean to WBOT in connection with the transactions contemplated by thisAgreement do not contain any untrue statement of material fact and do not omitany material fact necessary in order to make the statements made, in light ofthe circumstances in which they are made, not misleading.

 

3.                                       Indemnification.  Ocean does hereby agree to defend and toindemnify WBOT and their respective officers, managers, directors, employees,members, stockholders, agents and representatives against, and to hold themharmless from, any loss, liability, claim, damage or other expense (includingreasonable legal fees and expenses), as incurred, relating to, arising out ofor in connection with any inaccuracy of any representation or warranty of WBOTcontained in this Agreement or any document delivered in connection herewith.

 

## 4.                                       Survival.  The covenants and agreements contained inthis Agreement (including the rights to indemnification provided herein) and inany document delivered in connection herewith shall survive the Closing andshall remain in full force and effect, regardless of any investigation made byor on behalf of any party hereto.  Allrepresentations and warranties set forth in this Agreement or in anySchedule or document furnished pursuant hereto shall survive the Closingand shall remain in full force and effect, regardless of any investigation madeby or on behalf of any party hereto.

 

## 5.                                       Counterparts.  This Agreement may be executed in one ormore counterparts, each of which shall be deemed an original and all of which,taken together, shall be considered one and the same agreement.

 

## 6.                                       EntireAgreement; No Third Party Beneficiaries. This Agreement (including the documents and instruments referred toherein) (a) constitutes the entire agreement and supersedes all prioragreements and understandings, both written and oral, between the parties withrespect to the subject matter hereof and (b) is not intended to confer upon anyperson other than the parties hereto any rights or remedies hereunder.

 

## 7.                                       GoverningLaw.  This Agreement shall begoverned by and construed in accordance with the laws of the State of Texas,excluding the conflicts of law or choice of law provisions thereof.

 

## 8.                                       Assignment.  Neither this Agreement nor any of therights, interests or obligations hereunder shall be assigned by any of theparties hereto without the prior written consent of the other parties.  Subject to the preceding sentence, thisAgreement will be binding upon, inure to the benefit of and be enforceable bythe parties and their respective

 

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successors and permitted assigns.

 

## 9.                                       EntireAgreement; Amendment.  Each of the parties represents that nopromise or agreement which is not expressed in this Agreement, has been made tosuch party in executing this Agreement, and none of the parties is relying uponany statement or representation not contained in this Agreement.  ThisAgreement constitutes the entire understanding among the parties heretorelative to the subject matter hereof, superseding any and all prior agreements,arrangements, and understandings, written or oral, between the parties.  This Agreement may be amended only bya written instrument duly signed by each of the parties hereto.

 

## 10.                                 FurtherAssurances.  Each party heretoagrees to execute and deliver any and all documents, and to perform such otheracts, as may be reasonably necessary or expedient to further the purposes ofthis Agreement or any document delivered in connection herewith or to furtherassure the benefits intended to be conferred hereby or thereby.

 

 

IN WITNESS WHEREOF, Ocean and WBOT have caused this Agreement to besigned by their respective duly authorized parties, all as of the date firstwritten above.

 
| **Ocean Resources,  Inc.**                     |                  |
|------------------------------------------------|-----------------------|
|                                           |                  |
|                                           |                  |
| By:                                            | /s/ Dennis McLaughlin |   |   |
| Name:                                          |                  |   |   |
| Title:                                         | /s/ President         |   |   |
|                                           |                  |
|                                           |                  |
| **Worldwide Blue  Ocean Technologies, L.L.C.** |                  |
|                                           |                  |
|                                           |                  |
| By:                                            | /s/ Marcus Taber Wetz |   |   |
| Name:                                          |                  |   |   |
| Title:                                         | /s/ Secretary         |   |   |
|                                                |                       |  |  |  |  |  |

 

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